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THE BIDVEST GROUP LIMITED - Report on Annual General Meeting Proceedings and Granting of Long-Term Incentive Awards

Release Date: 29/11/2021 12:12
Code(s): BVT     PDF:  
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Report on Annual General Meeting Proceedings and Granting of Long-Term Incentive Awards

THE BIDVEST GROUP LIMITED
(“Bidvest” or “The Group”)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321

REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS (“AGM”) AND GRANTING OF LONG-TERM INCENTIVE
AWARDS

1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of members held on Friday, 26 November 2021 all the ordinary
and special resolutions were passed by the requisite majority votes.
Bidvest confirms the voting statistics from the AGM as follows:


Total number of shares that can be exercised at the meeting                           100%          339,769,509
Total number of shares present/represented including proxies at the meeting
as % of voteable shares                                                               75%           255,518,025
Total number of shares present/represented including proxies at the meeting
as % of issued shares                                                                 75%           255,518,025
Total number of members present in person                                                                    14
Issued Shares                                                                         100%          340,274,346



(1) Disclosed as a percentage of the voteable shares
(2) Disclosed as a percentage of the total issued capital


Ordinary resolution number 1.1: Re-election of directors that retire by rotation - RD Mokate
                    For                        Against                      Abstain                Shares voted

                    253,449,183                    1,294,841                  774,001              254,744,024

                    99.49%                         0.51%                        0.23%             (1)   74.98%
                                                                                0.23%             (2)   74.86%


Ordinary resolution number 1.2: Re-election of directors that retire by rotation - NW Thomson
                    For                        Against                      Abstain                Shares voted

                    251,548,023                    3,195,873                  774,129              254,743,896

                    98.75%                         1.25%                       0.23%             (1)    74.98%
                                                                               0.23%             (2)    74.86%


Ordinary resolution number 2.1: Election of non-executive directors - L Boyce
                    For                        Against                      Abstain                Shares voted

                    253,475,342                    1,268,554                  774,129              254,743,896

                    99.50%                         0.50%                        0.23%             (1)   74.98%
                                                                                0.23%             (2)   74.86%
Ordinary resolution number 2.2: Election of non-executive directors - SN Mabaso-Koyana
                    For                       Against                     Abstain               Shares voted

                   251,960,020                    2,783,654                   774,351             254,743,674

                   98.91%                         1.09%                         0.23%           (1)    74.98%
                                                                                0.23%           (2)    74.86%


Ordinary resolution number 3: Re-appointment of independent external auditor
                    For                       Against                     Abstain               Shares voted

                   254,738,920                    5,104                      774,001             254,744,024

                   100.00%                        0.00%                       0.23%           (1)     74.98%
                                                                              0.23%           (2)     74.86%


Ordinary resolution number 4.1: Election of members of the Audit committee - SN Mabaso-Koyana
                    For                       Against                     Abstain               Shares voted

                   252,318,623                    2,425,051                  774,351             254,743,674

                   99.05%                         0.95%                      0.23%           (1)      74.98%
                                                                             0.23%           (2)      74.86%


Ordinary resolution number 4.2: Election of members of the Audit committee - L Boyce
                    For                       Against                     Abstain               Shares voted

                   253,474,292                    1,269,254                     774,479             254,743,546

                   99.50%                       0.50%                       0.23%           (1)       74.98%
                                                                          0.23%             (2)       74.86%


Ordinary resolution number 4.3: Election of members of the Audit committee - RD Mokate
                    For                       Against                     Abstain               Shares voted

                   248,930,375                    5,813,299                     774,351             254,743,674

                   97.72%                       2.28%                       0.23%           (1)       74.98%
                                                                            0.23%           (2)       74.86%


Ordinary resolution number 4.4: Election of members of the Audit committee - N Siyotula
                    For                       Against                     Abstain               Shares voted

                   253,387,804                    1,355,870                     774,351             254,743,674

                   99.47%                       0.53%                       0.23%           (1)       74.98%
                                                                            0.23%           (2)       74.86%


Ordinary resolution number 4.5: Election of members of the Audit committee - NW Thomson
                    For                       Against                     Abstain               Shares voted

                   254,018,535                      725,011                     774,479             254,743,546

                   99.72%                          0.28%                       0.23%           (1)       74.98%
                                                                               0.23%           (2)       74.86%
Ordinary resolution number 5: Placing authorised but unissued ordinary shares under the control of directors
                     For                         Against                       Abstain                    Shares voted

                    228,969,290                     25,774,877                       773,858                   254,744,167

                  89.88%                         10.12%                        0.23%            (1)            74.98%
                                                                               0.23%            (2)            74.86%


Ordinary resolution number 6: General authority to issue shares for cash
                     For                         Against                       Abstain                    Shares voted

                    232,812,767                     21,932,237                       773,021                   254,745,004

                  91.39%                         8.61%                         0.23%            (1)            74.98%
                                                                               0.23%            (2)            74.86%


Ordinary resolution number 7: Payment of dividend by way of pro rata reduction of share capital or share premium
                     For                         Against                       Abstain                    Shares voted

                    254,741,715                            3,834                     772,476                   254,745,549

                  100.00%                        0.00%                         0.23%            (1)            74.98%
                                                                               0.23%            (2)            74.86%


Ordinary resolution number 8: Ratification relating to personal financial interest arising from multiple offices in the
Group
                     For                         Against                       Abstain                    Shares voted

                    246,439,522                      8,270,800                       807,703                   254,710,322

                  96.75%                         3.25%                         0.24%            (1)            74.97%
                                                                               0.24%            (2)            74.85%


Ordinary resolution number 9: Directors’ authority to implement special and ordinary resolutions
                     For                         Against                       Abstain                    Shares voted

                    254,696,937                          13,696                      807,392                   254,710,633

                  99.99%                         0.01%                         0.24%            (1)            74.97%
                                                                               0.24%            (2)            74.85%


Non-binding advisory vote: Endorsement of the Remuneration policy
                     For                         Against                       Abstain                    Shares voted

                    229,507,624                     25,229,044                       781,357                   254,736,668

                  90.10%                         9.90%                         0.23%            (1)            74.97%
                                                                               0.23%            (2)            74.86%


Non-binding advisory vote: Endorsement of the Implementation of remuneration policy
                     For                         Against                       Abstain                    Shares voted

                    238,491,034                     16,245,634                       781,357                   254,736,668

                  93.62%                         6.38%                         0.23%            (1)            74.97%
                                                                               0.23%            (2)            74.86%
Special resolution number 1: Non-executive director remuneration
                    For                        Against                       Abstain                   Shares voted

                    250,179,429                    4,546,413                       792,183                  254,725,842

                  98.22%                        1.78%                        0.23%           (1)           74.97%
                                                                             0.23%           (2)           74.86%


 Special resolution number 2: General authority to provide financial assistance to related or inter-related companies
and corporations
                    For                        Against                       Abstain                   Shares voted

                    245,778,894                    8,963,731                       775,400                  254,742,625

                  96.48%                        3.52%                        0.23%           (1)           74.98%
                                                                             0.23%           (2)           74.86%




2. GRANTING OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP
Executive Directors have been awarded Conditional Share (CSP) Awards in terms of the 2008 Bidvest Group CSP,
approved by shareholders at the annual general meeting in November 2008. CSP Awards are subject to
performance conditions for the period starting 1 July 2021 and ending 30 June 2024. Subject to performance,
vesting will occur in September 2024 and September 2025. The Remuneration Committee has given approval
for the following individual allocations.

Conditional share awards are as follows:
Executive Directors:
NT Madisa                           107 000 conditional share awards
MJ Steyn                            54 000 conditional share awards
GC McMahon                          44 000 conditional share awards

Date: 29 November 2021

Johannesburg
Sponsor: Investec Bank Limited

Date: 29-11-2021 12:12:00
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